– Content Provider and SatoshiPay collectively referred to as the "Parties" –

Recitals

Whereas, SatoshiPay wishes to trade Digital Contents (as defined below). For this purpose, SatoshiPay wishes to purchase contents from the Content Provider, and other sources, and to resell them to third parties, the “Users”. To do this, SatoshiPay will offer digital coupons, so-called SatoshiPay Coupons, that enable the Users to order Digital Contents (likewise as defined below) which SatoshiPay will subsequently purchase from the Content Provider (and other sources). SatoshiPay Coupons can be redeemed by Users on the websites and mobile pages of various content providers.

Now, therefore, to regulate the purchase of Digital Contents by SatoshiPay from the Content Provider, the Parties conclude the following agreement:

Definition of terms

“Digital Contents” are access-restricted Digital Contents provided by the Content Provider on its websites and mobile pages.

“Lumen” is the native cryptocurrency of Stellar.

“SatoshiPay Coupon” is the cryptographic blockchain token used for Users to purchase Digital Contents from SatoshiPay and to unlock Digital Contents.

“Stellar” denotes the Stellar blockchain operating on the basis of the Stellar blockchain protocol.

Subject-matter of the Agreement

These Terms apply applies to the purchase of Digital Contents by SatoshiPay from the Content Provider based on the Users’ orders. In each individual case, an individual agreement will be concluded in accordance with Annex 1, subject to the provisions of this these Terms.

Conclusion of the contract

The publication of the Terms on SatoshiPay’s website is non-binding and does not
constitute a binding offer of SatoshiPay to conclude a contract. By accepting these
Terms when creating an account on SatoshiPay’s website, the Content Provider
submits a binding declaration of intent to conclude a contract with SatoshiPay
according to these Terms. SatoshiPay is not obliged to accept such offer. SatoshiPay
accepts the Content Provider’s offer to conclude a contract by email.

Delivery process

Delivery shall take place in accordance with the provisions of the respective individual agreement as per Annex 1.

Prices, payment

In return for making the Digital Contents available, SatoshiPay shall in each case owe the Content Provider that number of cryptographic tokens pursuant to Section 5.2 that corresponds to the net price owed to SatoshiPay by the respective User, less 10% of the gross price. SatoshiPay shall draw up the accounts on a regular basis. The Content Provider shall provide the value added tax identification number that is necessary for the rendering of the accounts.

As regards technology, SatoshiPay Coupons are currently based on Lumens, one SatoshiPay Coupon being equivalent to one Lumen. SatoshiPay reserves the right to use, at any time, other cryptographic tokens as the technical basis of the SatoshiPay Coupon. In such a case, SatoshiPay shall inform the Content Provider in due time about the technical details, in particular the token type, the blockchain technology used and the transfer procedures.

The Content Provider shall be obliged to keep a public blockchain address available for the purpose of payment handling, which shall be suitable for receiving tokens on which the SatoshiPay Coupon is based, and to inform SatoshiPay accordingly.

Widget

The Content Provider commits to SatoshiPay to integrate on its website and mobile pages a widget provided by SatoshiPay or to use the API provided by SatoshiPay to enable each User to create and use a User account for purchasing and storing SatoshiPay Coupons.

Liability

In any case of a claim based on wilful intent or gross negligence on the part of SatoshiPay, its legal representatives or its vicarious agents, SatoshiPay shall be liable in accordance with the statutory regulations.

In the event of a negligent breach of a material contractual obligation, SatoshiPay shall be liable only for the foreseeable damage typical for the Agreement. A material contractual obligation is an obligation fulfilment of which makes proper performance of the Agreement possible in the first place and discharge of which the contractual partner may typically rely on.

The limitations pursuant to Sections 7.1 and 7.2 shall also apply for the benefit of legal representatives and agents of SatoshiPay where any claim is raised directly against them.

The limitations pursuant to Sections 7.1 and 7.2 shall not apply if SatoshiPay has fraudulently concealed a defect or has provided a guarantee for the quality of the SatoshiPay coupons.

Liability for culpable injury to life, body or health, liability under the German Product Liability Act and liability under Art. 82 GDPR shall not be affected by the above limitations.

In all other cases, any liability of SatoshiPay shall be excluded.

Period of validity

The Agreement shall run for an indefinite period of time and can be terminated by either Party at the end of a calendar month by giving three (3) months’ written notice.

These Terms may be terminated without notice if an important reason exists.

Any individual agreement concluded shall not be affected by the termination of this agreement. The respective individual agreements shall have their own basis of contract.

Governing law and place of jurisdiction

The legal relationships between SatoshiPay and the Content Provider shall be governed exclusively by the law of the Federal Republic of Germany.

The exclusive place of jurisdiction for any dispute between SatoshiPay and a content provider arising from this contractual relationship shall be Berlin. This shall not affect any compelling statutory regulations regarding exclusive places of jurisdiction.

Final provisions

Should any of the provisions of these Terms be or become invalid, this shall not affect the validity of the remaining provisions of these Terms. This shall apply mutatis mutandis to any gap in the Terms.

The language available for the contract is English.

SatoshiPay does not save the text of the contract after the conclusion of the agreement. The Content Provider can retrieve the Terms / Terms and Conditions on the website of SatoshiPay at any time.

Individual Agreement for the Purchase of Digital Contents

The contents of each individual Agreement concluded in accordance with Section 3 of the Master Agreement are as follows:

Definition of terms

“Digital Contents” are access-restricted Digital Contents provided by the Content Provider on its websites and mobile pages.

“Lumen” is the native cryptocurrency of Stellar.

“SatoshiPay Coupon” is the cryptographic blockchain token used for Users to purchase Digital Contents from SatoshiPay and to unlock Digital Contents.

“Stellar” denotes the Stellar blockchain operating on the basis of the Stellar blockchain protocol.

Subject-matter of the Agreement

This Agreement applies to the purchase of the Digital Contents by SatoshiPay from the Content Provider which a User orders from SatoshiPay on a website or mobile page of the Content Provider.

Conclusion of the Agreement

The transfer of a SatoshiPay Coupon from the User account to the Content Provider’s wallet shall constitute an offer by SatoshiPay for the purchase of the Digital Contents which a User has ordered on the Content Provider’s website or mobile page.

The Content Provider shall declare its acceptance by unlocking the respective Digital Contents for the User. SatoshiPay waives the requirement of declaration of acceptance (Section 151 BGB [German Civil Code]).

Delivery process

SatoshiPay instructs the Content Provider to make the contents purchased available to the User directly. SatoshiPay does not request to have access by itself to the Digital Contents purchased.

Copyright

The Digital Contents are protected by copyright.

The Content Provider shall grant SatoshiPay the simple and transferable right, unlimited in time and free from third-party rights, to use the Digital Contents purchased by SatoshiPay.

Prices, payment

For making accessible the Digital Contents which a User has ordered from SatoshiPay, SatoshiPay shall owe the Content Provider the consideration defined in Section 5 of the Master Agreement.

Availability of Digital Contents

The Content Provider shall guarantee the availability of the Digital Contents covered by the Agreement that are offered to the Users of SatoshiPay Coupons on its website or mobile pages. Therefore, the Content Provider shall indemnify SatoshiPay from and against any and all claims which Users may assert against SatoshiPay as a consequence of non-availability of these Digital Contents.

Liability

In any case of a claim based on wilful intent or gross negligence on the part of SatoshiPay, its legal representatives or its vicarious agents, SatoshiPay shall be liable in accordance with the statutory regulations.

In the event of a negligent breach of a material contractual obligation, SatoshiPay shall be liable only for the foreseeable damage typical for the Agreement. A material contractual obligation is an obligation fulfilment of which makes proper performance of the Agreement possible in the first place and discharge of which the contractual partner may typically may rely on.

The limitations pursuant to Sections 9.1 and 9.2 shall also apply for the benefit of legal representatives and agents of SatoshiPay where any claim is raised directly against them.

The limitations pursuant to Sections 9.1 and 9.2 shall not apply if SatoshiPay has fraudulently concealed a defect or has provided a guarantee for the quality of the coupons.

Liability for culpable injury to life, body or health, liability under the German Product Liability Act and liability under Art. 82 GDPR shall not be affected by the above limitations.

In all other cases, any liability of SatoshiPay shall be excluded.

Protection against claims by third parties

The Content Provider warrants that the Digital Contents provided by it do not infringe any intellectual property right of a third party.

The Content Provider undertakes to indemnify SatoshiPay from and against any and all liability and costs, including possible and actual costs of a lawsuit, in the event of any claim being asserted against SatoshiPay by a third party as a consequence of (alleged) infringement of intellectual property rights. SatoshiPay shall inform the Content Provider about such claim and, to the extent this is legally possible, give it an opportunity to defend itself against the claim asserted. At the same time, the Content Provider shall without delay provide to SatoshiPay all information available to it about the issue that is the subject-matter of the claim.

Any further claims for damages by SatoshiPay shall not be affected.

Governing law and place of jurisdiction

The legal relationships between SatoshiPay and the Content Provider shall be governed exclusively by the law of the Federal Republic of Germany.

The exclusive place of jurisdiction for any dispute between SatoshiPay and a content provider arising from this contractual relationship shall be Berlin. This shall not affect any compelling statutory regulations regarding exclusive places of jurisdiction.

Final provisions

Should any of the provisions of this Master Agreement be or become invalid, this shall not affect the validity of the remaining provisions of this Agreement. This shall apply mutatis mutandis to any gap in the Agreement.